General Terms and Conditions for Business with Companies

§1 Applicability of the Terms and Conditions

(1) The deliveries, services and offers of the seller are based exclusively on these terms and conditions. These also apply to any and all future business relations even without being reiterated expressly. These terms and conditions shall be considered accepted with the acceptance of the goods or services by the latest. We hereby reject any confirmations of the buyer referring to his own terms and conditions.

(2) All covenants between the seller and the buyer related to the execution of this agreement have to made in writing.

§2 Offer and Conclusion of Contract

(1) The offers of the seller are conditional and non-binding. Declarations of acceptance and any orders require the seller's confirmation in writing or by fax in order to be legally effective.

(2) Any drawings, photographs, dimensions, weights or any other performance data require a corresponding written agreement to be binding.

(3) The salespersons employed by the seller are not authorised to enter into any oral additional agreements or issue any oral covenants going beyond the contents of the written agreement.

(4) The seller reserves the ownership and the proprietary rights of all documents such as cost estimates, drawings, etc., made available to the buyer in connection with an offer or a purchasing order. These documents must not be passed on to third parties without the seller's express written consent. If no contract is signed after the seller has presented an offer, these documents must be returned to the seller immediately.

§3 Prices

(1) Unless specified otherwise, the prices quoted by the seller are binding for a period of 30 days after the date shown on the offer. Otherwise those prices specified in the seller's order acknowledgement plus the statutory value-added tax are binding. Any additional deliveries and services are charged separately. Packaging costs are charged separately.

§4 Delivery Time

(1)Any binding or non-binding delivery times or deadlines must be agreed upon in writing.

(2) The delivery time specified by the seller begins only after all technical issues have been resolved and after the buyer has fully met his contractual obligations in good time. The defence of non-performance of the contract is reserved.

(3) The seller cannot be held liable for any delays of deliveries due to acts of God or due to events which not only render delivery by the seller significantly more difficult or impossible temporarily – including especially strike, lock-out, administrative orders, etc., even if they apply to suppliers or sub-suppliers of the seller – even if binding delivery dates and deadlines have been agreed upon. Such acts of God or events entitle the seller to postpone the delivery or performance by the duration of the hindrance plus an adequate start-up period or fully or partially cancel the portion of the contract not performed yet.

(4)If the hindrance lasts longer than three months, the buyer has the right to cancel the portion of the contract not performed yet after an appropriate extended deadline has been set. If the delivery time is extended and the seller is exempted from his obligation, the buyer cannot claim any damages. The seller can cite the circumstances described above only if he notifies the buyer immediately.

(5)If the seller is responsible for non-compliance with bindingly agreed deadlines and delivery dates or if the seller is in default of delivery, the seller is entitled to delayed performance damages amounting to 0.5 % for every full week of defaulted delivery up to a maximum of 5 % of the invoicing value of the deliveries and services affected by the default. Any claims going beyond this limit are excluded unless the default is due to gross negligence of the seller.

(6)The seller can deliver the good or services in instalments at any time unless the buyer has got no interest in or no benefit from delivery by instalments.

(7)The seller's compliance with his obligations to due delivery of the goods and services presupposes the buyer's due and timely compliance with his obligations.

(8)If the buyer is in default of acceptance, the seller is entitled to claim corresponding damages; in the event of a default of acceptance the risk of coincidental deterioration and coincidental average passes to the buyer.

§5 Passage of Risk

Risk passes to the buyer as soon as the delivery is handed over to the person in charge of the transport or is handed over to the buyer's warehouse for dispatch. If dispatching is delayed upon the buyer's request, the risk passes to the seller as soon as he has been notified of the goods' readiness for dispatch. This applies irrespectively of whether the goods are dispatched from the place of performance or who bears the freight costs.

§6 Rights of the Buyer due to Defects

(1)The products as delivered are free from manufacturing defects and defects of material; the deadline for filing claims due to defects is one year after delivery of the products.

(2)If seller's operating or maintenance instructions are not ignored, if parts are installed or consumables used that do not comply with the original specifications, then the claims due to defects are void unless the buyer can prove that the defect was not caused by any of these circumstances.

(3)The buyer must notify the seller's after-sales department of any defects by telephone and in writing immediately upon receipt of the products. Defects that cannot be detected even by thorough inspection must be reported to the seller by telephone and in writing immediately after they have been detected.

(4)If the buyer notifies the seller of a defect, the buyer decides at his discretion and at his own costs that :
a)the defective part or devices is returned to the seller for repair and subsequent re-delivery ;
b)if the buyer demands the repairs are carried out at a place determined by him, the buyer can comply with this request; in this event replacement parts and the working time required to carry out the repair job are not invoiced whereas the working time required to travel to the place of repair and the travelling expenses are invoiced to the buyer at the seller's standard rates.

(5)If the repair fails after an adequate time, the buyer can demand a reduction of the price or cancel the contract.

(6)Any liability for normal wear and tear is excluded.

(7)Claims against the seller due to defects can be brought forward only by the direct buyer and cannot be transferred.

§7 Reservation of Ownership

(1)The seller is granted the following collateral until payment of all receivables (including all and any receivables on current account) which the seller is entitled to from the buyer for every legal reason now or in future; the seller may at his own discretion release these securities if their value lastingly exceeds the receivables by more than 20 %.

(2)The seller retains ownership of the goods. Processing and re-modelling is always carried out on behalf of the seller as the manufacturer but without this resulting in any obligation for the seller. If the seller's (joint) ownership expires through connection, the parties to the contract at this point agree that the corresponding share of the value of the unit (invoicing value) of the buyer's (joint) ownership of the entire unit is transferred to the seller. The buyer holds the seller's (joint) property in safe custody free of charge. Goods in which the seller holds a joint ownership are hereinafter referred to as conditional goods.

(3)The buyer is entitled to process or sell the conditional goods through due and ordinary business transactions as long as he is not in default. Pledging or transfer of collateral is not permitted. The buyer hereby assigns the receivables related to the conditional goods (including any and all receivables on current account) resulting from the resale or any other title of a right (insurance, illegal action) are hereby assigned ) to the seller to their full amount as a security. The seller hereby revocably authorises the buyer to collect the receivables assigned to the seller on the seller's account. This authorisation to collect receivables can be revoked only if the buyer does not duly meet his payment obligations.

(4)If third parties access the conditional goods, especially through pledging, the buyer will draw attention to the seller's ownership of the goods and immediately notify the seller in order to enable the seller to assert his rights of ownership. If the third party is not able to refund the seller for the resulting legal or out-of-court costs, the buyer assumes liability for these costs.

(5)If the buyer violates this contract – especially through default of payment –, the seller is entitled to cancel the contract and to demand that the conditional goods be handed over to him.

(6)As long as ownership of the conditional goods has not yet passed to the buyer, the buyer is obliged to handle the conditional goods with due care. In particular he is obliged to take out a sufficient insurance protecting the conditional goods against theft and damage from fire and water at their reinstatement value. If maintenance operations and inspections have to be performed, the buyer holds responsibility for performing or commissioning these operations in good time and at his own costs.

§8 Payment

(1)Unless specified otherwise, the seller's invoices are payable without deduction 21 days after invoicing. In spite of other provisions of the buyer the seller may set off payments with older debts of the buyer; the seller shall notify the buyer of the kind of set-off applied. If costs and interests have already been incurred, the seller may set off payments with the costs, then with the interest accrued and only then with the main performance.

(2)Payment is considered made when the amount is at the seller's disposal. In the event of cheques the payment is considered made when the cheque is cashed.

(3)If the buyer is at default, the seller may charge interests of 8 percentage points above the base rate as general damages as of the time of default. The interests are to be lowered if the buyer proves that the actual damage occurred is lower; the seller has the right to provide evidence of higher damage having occurred.

(4)If the seller learns about circumstances putting the buyer's creditworthiness at doubt, especially by not honouring a cheque or discontinuing payments, or if the seller learns about other circumstances putting the buyer's creditworthiness at doubt, then the seller may invoice the entire residual debt even after having accepted cheques. Furthermore, in such an event the seller may also demand advance payments or collateral.

(5)The buyer is only allowed to set off, retain or reduce payments, also after lodging complaints or compensating claims, if the compensating claims have been legally confirmed or are undisputed. However, the seller may retain payments also for compensating claims related to the same contractual relationship.

§9 Design changes

The seller reserves the right to carry out design changes at any time; however, the seller is not obliged to carry out such changes on products already delivered.

§10 Patents

(1)The seller shall indemnify the buyer and his customer against any claims resulting from violations of copyrights, brands or patents unless the design of the item to be delivered was drawn up by the buyer. The seller's obligation to indemnify the buyer is limited to the amount of the expected damage.
As an additional prerequisite for this indemnification the seller must be allowed to enter into legal at his own discretion and the claimed violation must be related exclusively to the design of the items to be delivered by the seller without being connected to or used with other products.

(2)The seller may choose to be released from the obligations accepted in (1) by
a)procuring the licences related to the allegedly violated patents or by
b)making available to the buyer a modified product or parts of it which, if substituted for the infringing item or parts of it, would eliminate the accusation of the item to be delivered violating any patents.

§11 Secrecy

Unless specified otherwise in writing, the information presented to the seller in connection with orders are not considered confidential.

§12 Liability

(1)Irrespective of the type of neglect of obligations, including illegal acts, damage claims are excluded unless based upon wilful acts or gross negligence.

(2)If substantial contractual obligations are not met, the seller is liable for every act of negligence, however only up to the amount of the foreseeable damage. Claims for lost profits, saved expenses, from third parties' damage claims and for any other consequential damage cannot be filed unless a product feature warranted by the seller is geared towards protecting the buyer against such damage.

(3)The limitation and exclusion of liability specified in provisions 1 and 2 do not apply to such claims that are based upon fraudulent acts of the seller, upon warranted product features, to claims based upon the German Product Liability Act and to claims for death, injury or impairment of health.

(4)To the extent that the seller's liability is excluded or limited, this shall also apply to employees, representatives and agents of the seller.

§13 Applicable Law, Jurisdiction, Partial Voidness

(1)These terms and conditions and the entire legal relationship between the seller and the buyer are based upon the laws of the Federal Republic of Germany. The provisions of the United Nations' commercial law do not apply.

(2)If the buyer is a merchant, a legal person under public law or part of a trust for the administration of special public property, Tettnang is the exclusive place of jurisdiction for all disputes resulting directly or indirectly from the contractual relationship.

(3)If any provision of these terms and conditions or of any other agreements become void, this shall not affect the applicability of all other provisions or agreements.

In the event of uncertainty the German version of these terms and conditions is binding.